Transformers Prime: Season 3 AU
by ijedi
Summary: The story begins shortly after Smokescreen's arrival. The canonical last few episodes are disregarded here. More characters will appear in this like Chromia, Ironhide, Shockwave, Grimlock, Black Arachnia and others. Heavy emphasis on Jack and Arcee, will feature other groups: Predacons, Dinobots, Constructicons. Be prepared for character deaths- nobody is safe.
1. New arrivals

The day began as a regular one, where everyone expected nothing extraordinary to happen. The two opposing factions, the Autobots and the Decepticons were at a standstill, with neither side having an edge in their several million-year war. In the last month especially the only confrontations between the two occurred when the Autobots raided the Energon deposits and fought with the Decepticons. The end to the war was nowhere in sight, especially after the two leaders destroyed their special sabers, as well as the forge of Solus Prime.

A lone blue motorcycle rode to the Autobot base, located somewhere near to Jasper, Nevada. Two people sat on top of the motorcycle, a sixteen year old boy and his mother behind him. The boy's guardian robot Arcee was driving to the base.

Suddenly, the trio heard noise and saw a large ship crashing into the earth. Many parts broke off from the ship and were falling everywhere around the desert. "Hold on" spoke Arcee as she concentrated on the rode and at the last second evaded a large chunk of the metal. The motorcycle drove on, speeding up. The two humans became more anxious as their bodies could absorb less damage than their Autobot friend.

Arcee rode on the rode and saw another large chunk of metal flying towards them. She evaded it and then accelerated, jumping on top of another metal piece, before driving on it and landing further from the other broken parts.

The three barely reached the safe distance as the large ship impacted the ground, which resulted into an explosion. The ground shook and the dust flew towards the unfortunate trio. Upon impact, the dust cloud hit them on the ground, by stopping the motorcycle from driving. Arcee immediately transformed and caught the two humans. "We would need to wait, my comlink is jammed. Scrap" she spoke, looking protectively at her two charges.

As the dust cleared, the trio saw a group of transformers exit the ship. Many of the robots looked highly similar although two of them seemed rather distinctive. Arcee immediately recognized both of them. "That's Ironhide and Chromia" she realized with happiness. Ironhide was a large metallic grey Autobot, roughly the same size as Bulkhead. The bot obviously was a seasoned veteran as he had many scars across the body, as well as the look of a powerful soldier. His partner Chromia was a blue Autobot femme like Arcee. However, in comparison to Jack's partner, this transformer was much larger. The femme could easily rival Ratchet's height and only seemed slightly shorter than Ironhide. Her body was also bulkier unlike Arcee's elegant thin body. The humans looked at the robots' insignia and were relieved. However, Decepticons, who were led by a bulky navy Decepticon with one dot for an eye, who had a reptilian tail, immediately attacked the Autobot group. This Decepticon was slightly smaller than both Megatron and Dreadwing. Nevertheless, he still radiated much fear from him.

"That's Shockwave, take cover." She exclaimed

"Autobots, please give me the AllSpark and I promise you I will kill you quickly" he said very slowly and distantly in a great comparison to their usual enemies who were very passionate about their encounters with Autobots with the exception of Soundwave.

"Over my dead body" screamed the large blue femme. "Lets go Ironhide" the two large Autobots engaged in a battle with Shockwave, while the Autobot militia fought with the Vehicons.

"You seem to loose touch Chromia. It's a pity; I wanted this battle to be more entertaining. I bet even your tiny sister can fight better than you. And you Ironhide are as clumsy as Bulkhead, now that I recall him." He taunted them

The battle continued. The militia bots and cons seemed to be destroying each other, while their commanders were fighting for some relic. Arcee looked at the two humans with concern in her eyes. "Please sit here you two as I will help the Autobots against Shockwave. He is extremely dangerous and even more sadistic than Airachnid," she cautioned the two before jumping into the battle, where upon landing she immediately destroyed a Vehicon.

"Mom, we need to retrieve the relic. If it is as important as they claim, we cannot have it fall into Decepticons hands" spoke Jack and his mother agreed. The two humans quickly run through the battlefield, avoiding the crossfire between the two opposing factions. As they were approaching the entrance to the ship, they two suddenly stopped.

"Mom?" questioned Jack before he noticed that his mother June Darby was hit by in her legs, arms and chest. The woman dropped on the ground.

"Go Jack, secure the relic" Jack entered the ship and ran from room to room before finally reaching the room with the relic. It did not seem that large, he could definitely slide it on the floor. The relic was a rectangle with two handles. A luminescent white orb was located in its core, slightly showing to the outside. Jack took one handle and pushed the relic away from the wall. Strangely, the relic decreased in size and Jack saw that it slowly became a small rectangle with a smaller orb within it. The boy quickly grabbed the orb before running away to get help.

Meanwhile, the battle outside the ship was heating up. Most of the troops were now lying dead or dying, with few still fighting. An Autobot shot at a Vehicon but missed. That Vehicon retaliated but also missed. Instead, he hit a canister of Energon fuel, which exploded, and its content as well as the metal parts dispersed in many directions. Some liquid Energon together with metal shrapnel hit June who by now could not move at all. Jack hated himself and the situation as a whole as he did not know what to do.

Arcee quickly jumped and decacipated that Vehicon before proceeding to fight. The three giants however began to fight even more intensely. Shockwave took out a metallic stick and electrocuted Ironhide.

"You monster" Chromia jumped at him but was thrown away as Shockwave used the stick to defend himself.

Shockwave looked at the temporarily defeated opponent and walked towards the large mech. "Goodbye Ironhide" He said in a monotone voice before ripping a spark away from Ironhide's chest. He then quickly decacipated his opponent.

"Shockwave. I order you to immediately arrive to Nemesis" spoke Megatron through the comlink. The combatants realized that their leaders bypassed the dead communications. A green ground bridge formed and Shockwave quickly ran towards it, quickly grabbing Ironhide's spark and head in the process. He soon disappeared.

"You will pay Shockwave! Do you hear me!" screamed the large Autobot femme as she looked towards the place where her enemy had just disappeared. Arcee ran towards the larger transformer.

"Chromia, what are you doing here?" exclaimed Arcee with both excitement and concern.

"We, dear little sister, were securing the powerful relic, which I need to bring to Optimus Prime. However, Shockwave with his minions caught up with us and as you can see everyone in that pursuit is now dead, save Shockwave and me."

"What is the package you were carrying?" asked the smaller Transformer.

"Sorry sis, but this info is very confidential, I need to only report to Prime. Where is the base?"

"We need first to secure that our human allies are alright then we will proceed" spoke Arcee before moving away.

"As your commanding officer I object to this decision. Our priority is to bring the relic to Optimus Prime, we should not concern ourselves with petty human casualties."

Arcee looked angrily at her older sister, with her optics almost popping out from the sockets. "Screw you and your" by the book code." I will help my partner." Arcee jumped towards the place where she left her human allies.

"Same young Cee" spoke Chromia slowly, before following her sister.

When Arcee approached her human partner, she was stunned. Jack was sitting on the rock, hugging his paralyzed wounded mother. Arcee was proud that June was so quiet, so stoic. "Optimus, we need an Emergency ground bribge now!"

As the green ground bridge opened, the two Autobot femmes' saw Optimus Prime accompanied by Bulkhead and Bumblebee, who jumped from the ground bridge." Optimus, my sister Chromia and Ironhide crashed here and got engaged into a battle with Shockwave, who killed Ironhide. Chromia also claims that the two of them carried some powerful Autobot relic. Besides that, June was hit and is in a critical condition." She creamed the last sentence.

"Bumblebee, please bring Ms. Darby to the base. Let Ratchet see if he can do anything to help" the Prime spoke in a slow concerned voice, but it was clear that he cared about the well being of all humans. The young yellow bot transformed into a car and drove back to the base.

"Optimus Prime, sir, I politely disagree with the order. Shouldn't we first secure the relic?" Chromia spoke impatiently.

"The relic may be important, but as important as it maybe, I will not put any relic, no matter how powerful before the life of a human, who we swore to protect. I would even destroy the last hope for Cybertron's restoration if it were to protect our human allies." Spoke Optimus to stunned Chromia. "We are all to put human safety before our Cybetronian needs, is that clear" he spoke

"Yes sir" spoke the large blue bot as she transferred into a large navy car, driving quickly into the Ground Bridge.

"Lets go Jack, your mother is waiting. Arcee, please bring the boy to the base" Spoke Optimus to the female transformer as he saw a small object in Jack's hand.

"Jack, please give this to me, I know what this is" he spoke. Jack gave the small object, which immediately grew in size. Optimus took the box and followed the pair into the base.

As the three returned to the base, Ratchet looked at his commander with sadness and disappointment. "I am sorry Optimus, but I don't think that I can do anything much. I don't think that Ms. June Darby will live for another day"

Meanwhile on Nemesis, Shockwave approached his Commander, Megatron. "Lord Megatron, I pursued the two Autobot officers Chromia and Ironhide as they tried to escape with the AllSpark but was unable to get the relic. However, I destroyed their team and while Chromia escaped, I killed her partner Ironhide." Spoke the Decepticon as he gave Megatron the spark and the head of the fallen warrior.

"Well done Shockwave. While your loss of the ultimate weapon was most unfortunate, you actually brought good news to the ship unlike the rest of the crew Go to see Knockout and compare the notes. "

"Lord Megatron, I think I am also ready to begin the Project Dragon" Megatron smiled as his loyal servant Shockwave went to see the other Decepticon scientist.


	2. June's Transformation

Chapter 2

Previously, on Transformers,

Jack and June Darby rode on the blue motorcycle towards the Autobot base. A large ship was crashing, flying towards the earth. Autobots Ironhide and Chromia engaged the fight with Shockwave. June Darby hit in her legs, arms and chest. Shockwave kills Ironhide and retreats to Nemesis. As Jack, Arcee and Optimus arrive at the base, Ratchet looked at his commander with sadness and disappointment. "I am sorry Optimus, but I don't think that I can do anything much. I don't think that Ms. June Darby will live for another day"

"Ratchet. Have you contacted Agent Fowler? Perhaps Nurse Darby requires human medical treatment instead of the Cybetronian" suggested the leader of the Autobots.

"Optimus, Ms. Darby was wounded with Energon. Her bloodstream is contaminated with it beyond repair. She also has too much metal in her body, which causes her extreme pain" told Ratchet to his commander. He looked at Optimus, not sure what to do about this whole situation. Ratchet was a brilliant Field Medic, one of the best in Cybetronian history but even he was unable to treat such deep wounds on an organic being, whose biology was very alien to him.

"Very well Ratchet. I think that you need to decrease her pain as much as possible and if it is indeed true that Nurse Darby has only a few hours to live, she should spend them with her son Jack. Now, Chromia, what is the report you wanted to deliver to me?" asked Optimus the new female Autobot.

"I really don't think that I should deliver this information to you here. Alpha Trion entrusted me with this knowledge during last days of Cybertron and specifically stated to only report to you."

"While I understand the concern my former mentor had displayed, I think that you can reveal your secret information here to me and the Autobots." Optimus looked at the large transformer, who obviously was frustrated.

"Very well Prime. I brought the AllSpark, which is believed to have many mystic properties" she began.

"I am well aware what the AllSpark is rumored to be able to accomplish. Ratchet?" The Autobot Medic returned to Optimus, after placing June Darby in the medical bay.

"Yes, Optimus?" he asked with concern

"I believe that it is possible that the AllSpark might relieve some suffering Nurse Darby is having right now. I suggest you place it next to her." He suggested.

"But Optimus, the direct exposure to the energies within the AllSpark might kill her instantly. We have no idea how it would affect the organics"

"It once relieved the pain and suffering of Elita after she got the infection. The relic might do this to June and save her life too" said Optimus to Ratchet and the Medic understood. He remembered how his leader has once relieved through a very similar situation, where the leader of the female Autobots was nursed back to health after her exposure to Arcahno venom.

Meanwhile Jack sat next to his mother, unable to speak. He tried not to show it and sat silently with a straight back, but it was clear that the sixteen year old boy was feeling strong emotions. "Don't worry Jack, I am sure that the Autobots will take care of you. I love you my son" She lifted her body and hugged him.

Arcee came in to the room and looked at the two humans. "Don't worry June, I will take care of my Junior Partner. I will defend him while my still have my spark." She tried to reassure June, who smiled. The three sat in silence before Ratchet arrived.

"Nurse Darby, it is possible that your suffering could be lessened and your life saved but I am not sure if the procedure will work. It can effectively terminate your life. However, Optimus for some reason believes that the AllSpark will save your life." Jack looked at his mother worryingly, not sure whether he needed to be happy or angry.

"I believe Optimus. Please try the procedure doctor" June spoke before her back dropped on the bed, with her producing a scream of pain. "I am OK" she tried to reassure them.

"In that case, I need you to get out from the room as the AllSpark might harm you" spoke Ratchet as he looked at Jack

"Why don't we go on a routine diagnostic Partner and then return when the operation is finished?" suggested Arcee as she transformed into a motorcycle. Jack hesitantly sat on the motorcycle, and looked back at his mother, who weakly waved at him. Arcee sped up and soon the pair exited the ground bridge in their search for Energon.

The pair arrived at the scene and Arcee immediately knew that they arrived to the trap. Like before, when the two tried to rescue June Darby, her head now hurt as she tried to contact the base. The two also saw the same large blue Decepticon who had a gun pointed at them. "I thought I would find you here. " he spoke. Arcee transformed into a bike and the two rode away into the bushes.

"Ravage, find them" commanded Shockwave as his small minion transformed into a wolf and started chasing the blue motorcycle.

The two hid behind a tree, not sure what their next move should be. "Jack, stay hidden. This monster is even more cruel than Airachnid" the blue femme warned her partner.

"Come out Arcee, or are you scared of me? I must congratulate you at defeating my sparkling, whom I personally trained in information retrieval. I hear that she killed one of your partners, Tailgate I think" He taunted her.

Arcee lost her nerves and started shooting at the large Decepticon, who successfully dodged her attacks. "We might dance the whole night young bot but your newest partner might not be so lucky" he spoke coldly as Arcee heard Jack's scream and saw Ravage holding her partner in his mouth by the shirt.

"Surrender and I will not kill him just yet." Arcee sighed and lowered her weapons.

Meanwhile, at the base, Chromia was very confused onto why her leader was giving so much attention and care towards humans. "Why do we even help them? This woman is a casualty of war. Besides, should not we worry more about restoring Cybertron or at least trying to win our war?"

"Chromia, I understand that it might be difficult for you to understand with such drastic changes in the environment but the Autobots respect all sentient life and try to protect all of its members, not just wage was against the Decepticons." Spoke Optimus before the two looked at Ratchet who began the medical procedure.

"Everything seems fine" he commented, looking at the monitors. Suddenly he noticed an increased activity in one of the machines. "No, don't break now!" he shouted, punching one of the machines he was not using with his fist. Bumblebee and Bulkhead glared at him.

"I thought you needed that" the green Wrecker tried to make a joke but met with an angry and frustrated face of their Medic.

"When a life in in danger, it is always more important than some trinket" he stated before trying to reverse the procedure before the AllSpark were to literally tear apart the woman.

"Almost there" he stated as he heard his patient screaming in pain. The Team Prime heard a lot of noise, as if someone were throwing metal at the walls. The relic produced so intense light that the Autobots could not see a thing.

Meanwhile, June's body with all the Energon and metal in her body was reacting strongly toward the newfound relic. Her body was solidifying and expanding, changing from an organic body to a more metallic one, Her body grew is size exponentially, her arms and legs expanded in size. Her body was even lifted with all the energy present in the room into the air as she continued to grow. As the white energy disappeared and the operation came to an end, the Team Prime could clearly see that instead of June Darby, the medical bay contained a very tall Autobot.

"By the AllSpark, it cannot be!" exclaimed Ratchet as he looked at the effect of his operation. He quickly opened the door, so that June could exit the room. Large white green Autobot stepped into the main hall. June Darby had definitely gained much height. However, while Arcee was small and stealthy and her sister large and extremely muscular, like the resident green Wrecker, June was as tall as Optimus and shared a very similar appearance to the Autobot leader. Besides being as tall as Optimus, she was also rather lean, with her upper body being broad like Optimus but not too heavy armored like Bulkhead or Chromia.

"What happened to me?" asked an astonished Autobot.

"Nurse Darby, the AllSpark, an ancient relic has reacted with Energon and Metal in your blood and body and transferred you into one of us, a Cybetronian. I was not expecting this, I though that the Artifact would cure you but clearly something went wrong." The woman still tried to adjust to her new body, not sure what she wanted to do next.

"I am receiving a message from Shockwave" spoke Chromia as she looked at Optimus. She then transferred the message to the base computer.

"Chromia, I am sure you can hear me well. I have captured your tiny sister and her pet, whom I will use for research. However, if you find me, I could exchange the lives of your little ninja sister and her pet for the relic you carried. Hint, use these coordinates. And come alone, or your loved ones will perish" he spoke

"I am not going. She knew the risk. The AllSpark is far more important than the life of my sister and her human friend" she calmly spoke, before heading off deeper into the base.

"I know Bumblebee, but I doubt that we all should try to rescue them. Shockwave is only waiting for one Autobot." Spoke Prime. The Autobots then heard their new member using some hammer into making some object.

"What are you doing Nurse Darby?" asked Ratchet.

"I am not sure but somehow I know how to make a perfect duplicate of the relic this blue bot by the Book brought us" she spoke, before showing an almost exact replica of the AllSpark.

"Aesthetically it is the same but obviously it does not function as the real AllSpark. How did you know the design of the AllSpark Nurse Darby?" asked Ratchet

"I am not sure, the design just came to me". She then activated the ground bridge and jumped into the green portal, while carrying the fake relic" As she disappeared, Ratchet looked at his leader with concern.

"Optimus, how did she know the exact design of the artifact? Only one Autobot could ever produce such a perfect fake copy of the actual AllSpark"

"I think old friend that today June Darby had received not just the spark and a new body but also some memories of one of our Ancestors" he spoke before retreating to talk with other Autobots.

"Solus Prime" spoke Ratchet as he realized the implications.

June arrived at the scene and saw Shockwave standing near the tree with his companion Ravage. "I brought the relic, now release them," she commanded.

"I am not sure I am acquainted with you Autobot but I will cut you in pieces regardless. I will not release my prisoners, you need to get them yourself," He taunted her. Shockwave and Ravage attacked June, who started fighting the two Decepticons. Shockwave threw the femme at the tree; June flew a long distance before stopping. The dog Decepticon jumped at June to bite her head off but her face instantly went into the battle mode and her hands transferred into cannons.

"I am armed?" she asked herself. As Ravage in his dog form jumped at her, she quickly pointed her canon at the dog transformer and shot him. With newfound confidence she shot Rave a few more times before the minicon felt on the ground.

"You destroyed my minicon partner," screamed Shockwave. Normally, even during long torture sessions, Shockwave was extremly calm but he lost his temper upon loosing one of his favorite creations. He jumped at Arcee and the two engaged into hand to hand combat. June knew that this con was an experienced fighter yet somehow she followed her instincts and the two warriors ended their fight in stalemate.

"I see that you are tougher than you look. Does not matter, I got what I came for" He quickly transformed into a jet, flew towards the relic, grabbed it quickly and ascended into the sky.

"No, you won't" screamed June, who could only loose her temper when Jack's safety was at stake. She looked at the disappearing jet and somehow scanned it. June then transformed into the same jet with the only difference it being green and white in color and started chasing the Decepticon.

"Happy landings, new Autobot" spoke Shockwave as he shot June, who was still extremely inexperienced in using her alternative robot mod. Her jet form got hit and June started quickly descending, soon crashing onto the land.

When she opened her eyes, she saw another tall female transformer looking at her. She resembled Arcee and Chromia but was clearly bigger than either of the other two femme bots. She was covered in black and purple color with a red Autobot insignia on her shoulder. Her eyes were red and strongly reminded her of Airachnid.

"Airachnid?" she asked

"No. My name is Blackarachnia and as I can see you two received the distress call. "

"How did you find this place?" asked June, who was surprised that another Autobot came to assist her.

"What can I say, Shockwave shared Arcee's comlink and us sister share the same frequency" Come, we can get to Nemesis using my ship." June tried to communicate with the base but could not as apparently Shockwave had disabled the communications between this area and Prime base again.

Meanwhile at the Nemesis warship, Shockwave approached his leader once again. "Lord Megatron, I retrieved this artifact from some new Autobot who managed to terminate Ravage. She was as tall as Optimus Prime, sharing similar body shape and was white and green colored. She also apparently got mad when I did not deliver Arcee and her pet to her" Megatron smiled which puzzled the blue scientist.

"Let Nurse Darby come. She will provide much amusement to my troops as target practice and we could then tear her piece by piece to see how she became an Autobot. And Shockwave" he looked at the scientist as he pointed the gun at the relic and shot it, "Please dispose of this trash. This relic is a fake, as I know how the real AllSpark looks. After all, I was there when Optimus Prime tried to save Elita 1 from death from Arahno venom" Spoke Megatron as he smiled.


	3. Saving the Prisoners

Previously on Transformers,

After encounter with Shockwave, June's condition was critical. After the operation performed by Ratchet, June became an Autobot, who was as tall as Optimus, white green colored. Arcee and Jack get kidnapped by Shockvave. June battles the Decepticon but is left defeated on the battlefield while the Decepticon flees. June gets a new ally- Blackarachnia.

In Nemesis ship, Megatron was feeling well despite the Autobots apparent victory in getting to the AllSpark first. The metal titan walked towards the medbay, where the two prisoners were currently being held. He smiled as he entered the room. "Arcee, its been a long time since I have fought you. And you Jack. I never forget a face of a human who had a chance to kill me."

"What do you want you monster?" questioned Arcee. "I will not tell you anything. Go ahead, kill me but I will not talk!" she creamed at the titan's face.

"Is that so little Autobot? I am pretty sure that by the end of this interrogation I will break you." His fist collided with Arcee's stomach and she screamed in pain.

"This is only the beginning for what I have prepared for you two. Knockout, bring out the device" he ordered his medical officer, who shortly returned with a stick, which was all too familiar to Arcee. The female Autobot tried to escape from her restraints but could not.

"As I recall, while I was fighting your leader and his medic, Starscream was in charge of this ship. When he captured that Agent Fowler, he discovered that Energon does not mix well with humans. I would like to confirm that theory" He took the stick from the Decepticon's hand and turned it on. Blue and purple electric charges escaped one end of the stick.

"No, don't harm him. I am your enemy, an Autobot. He is just a human." She tried to defend her junior Partner.

"I am fully aware that he is a human but he is nowhere just a human. After all, Optimus Prime gave him the key to Vector Sigma, which is only given to Autobots with Prime potential" he smiled and Arcee's face first got frightened and then became full of anger.

"Go ahead, kill me, I wont talk either. Autobots are my allies and they saved my life on many occasions, especially Arcee. I am willing to die to help their cause" Jack tried to straighten his back as he spoke confidently

"We will see". Megatron hit Jack with the Energon stick and the boy screamed in pain. The pain was unbearable; Jack thought that his intestines were burning. Fortunately, the pain only lasted a few seconds.

"I will keep hitting him until you tell me information regarding the AllSpark Arcee." Megatron said as he leaned closer to Arcee and with his sharp nail scratched her face." I know what Airachnid did to Tailgate and after the loss of Cliffjumper I doubt that you would be willing to loose your third Partner." He laughed as Arcee looked at the floor. Her worst horrors were coming back and the femme bot had trouble in keeping her emotions in check.

"Maybe I underestimated you Arcee. Perhaps a more brutal approach is in order" he spoke as he sliced slightly Jack's chin, so that some blood dropped on the floor.

"While Energon would surely hurt you, it might not be just as effective as I planned. However, I know what will." The leader of the Decepticons took a Dark Energon crystal and brought it closer to Arcee.

"Dark Energon devastated the health of that young bug, who always hangs out with your scout. Imagine what it would do to Jack," he laughed as he pushed the crystal directly into Jack's heart as Arcee screamed in pain and frustration. She could not imagine that even Megatron could be crueler than her nemesis and yet Megatron just doomed her Partner's life.

"Since you are so unwilling to talk, I will let you see how Jack will slowly die as the Dark Energon will slowly destroy his body and only then after he is dead and I break your spirit, only then you can die," Megatron laughed as he left the room.

"Knockout, keep an eye one these two" he ordered before heading toward the bridge.

Meanwhile, somewhere far June looked at her new ally and did not know what to do. The other bot was as tall as her, with purple skin instead of grey which most Autobots and Decepticons had and black parts in the upper body. "How are we going to track the Decepticons?" she asked

"We have small communication devices that allows Chromia, Arcee and me to communicate between each other over long distances. I could track Nemesis and we could get there using my ship but I need to train you in the fighting basics before that.

"Is that really necessary? My son's life is at stake!" exclaimed June she looked seriously with anger at her newfound ally.

"You don't believe me, then go ahead, hit me" challenged Blackarachnia the new Autobot. June looked at her and took a fighting stance. She then jumped at her opponent but was easily defeated by the other female Autobot.

""You see, you lack fighting skills necessary to rescue the two. Besides, I just defeated you with ease, Megatron would have an even easier battle" she taunted June.

At first June was angry and did not know what to do. The two exchanged blows, but June was still pretty new to the giant robot fighting club, which was seen in how easily her opponent was defeating her.

"You are a fast learner but still your skills are not enough to defeat Megatron and his troops. "Spoke Blackarachnia. June took a break and sat on the rock, trying to meditate. She closed her optics and tried to come with her current physical state and how she should handle the fight. While meditating, her body scanned itself and found a somewhat foreign object that should not normally lie inside the chest of an Autobot.

"Blackarachnia, I have some sort of matrix inside of me," she complained to her ally as she opened her chest, revealing its insides. Among other things, next to her spark a small matrix lay.

"By the AllSpark, you have the Matrix of leadership within you. Wait, hold on. This is not the Matrix of Leadership but the Matrix containing wisdom and knowledge of one of the original Primes!" she exclaimed in excitement

"Go on, try to communicate with the Prime who left those memories, wisdom and alike" she spoke.

June closed her upper body and meditated, trying to concentrate on her newfound body part. As she then opened her eyes, she saw the face of a tall Transformer, who was of a similar height as her.

"Greetings human, my name is Solus Prime. Like other Original Primes I transferred my wisdom and alike to the Matrix of Leadership. However, I also created a similar Matrix, which you currently have. I hid it in the AllSpark, which was also a creation of mine, and waited to see someone worthy to become my descendant, a Prime. Rise Junimus Prime" she spoke and then her image disappeared.

"What happened to you?" asked puzzled Blackarachnia as she looked at her fellow Autobot. June now stood firmer, with newfound strength. She then decided to check how well June was now fighting and was quickly thrown on the ground by the new Autobot.

"How did you do that? Just a minute ago you were a weak, naïve and inexperienced Autobot. What happened?" asked puzzled Blackarachnia

"A former Prime Solus Prime spoke to me. She said that she transferred her knowledge and wisdom to me and that I am now Junimus Prime. Let's hurry, our allies are waiting"

The two found Blackarachnia ship, which was parked close by. June saw a picture of Optimus and a tall purple femme standing together smiling. "Who is she and why do you have this picture?" June asked

"It does not matter" Blackarachnia shouted harshly and then calmed down. June decided to wait quietly in her seat while the ship flew but the white and green Autobot saw a small tear escaping her ally's eye, slowly running down her cheek.

The ship flew quickly towards the apparent location of the Decepticon Warship and after a quick flight the two saw a huge ship that was floating in the sky. "We have company. Seat tight, Prime" spoke Blackarachnia.

"There is no time for this, I will see you on the warship" spoke June as she opened the door and jumped out of the ship

"Is she crazy?" thought the femme but saw that Decepticon seekers started shooting at them and shifted her focus in terminating as many of the seekers as would be possible.

June started falling but then quickly transformed into a large jet and started shooting. She quickly disabled two seekers, which enabled her to quickly land on the Decepticon Warship, after which she activated transformed into her robot form and activated her canons.

Eradicons, who pointed guns at her, quickly surrounded June. She was significantly larger than all of them but their sheer numbers were a definite strength. "Leave and allow me to rescue my allies or be destroyed" she shouted but the Decepticons did not react. June then activated her canons and destroyed a large portion of the Eradicons, with some of their parts now falling to the surface of the planet. She then shot Nemesis's roof and got inside the ship. As she descended into the catacombs of the warship, Shockwave immediately hit the Autobot. "I see we meet again young Autobot." He tried to fight her, but June now had Solus' wisdom and used it in quickly defeating her enemy. She then kicked him to the side and rushed to find her son.

"Hey, get out of here!" Screamed Knockout as he saw June entering the med bay. However, the Decepticon was not dumb and knew when to retreat. He jumped and quickly escaped the room, trying to get Megatron to help him.

"Jack, Arcee!" screamed June as she saw the two prisoners, who were chained to the wall. The two prisoners eyes almost popped out of their sockets when they saw who was rescuing them.

"Who are you? I have never seen you" spoke Arcee, even though the bot was glad that the two would soon be rescued.

"My name is Junimus Prime, the heir to Solus Prime and I came to rescue you two" he spoke. June quickly shot the handcuffs and the two prisoners dropped on the floor.

"Help me carry him. We need to bring Jack to the Autobot base as he was exposed to a large quantity of solid Dark Energon." Spoke Arcee weakly after all the beatings she received. June now noticed that her son's shirt was full of blood and that his physical state was even worse that Raf's after Megatron's attack.

"Well, look who arrived. June Darby, welcome to the Decepticon warship" Megatron smiled as he approached June Darby with his First Lieutenant Dreadwing walking at his side.

"June?" questioned Arcee with disbelief

"Mom?" was all Jack could say before dropping on the ground. Arcee lifted her Partner from the ground and held him in his hands.

Megatron and Dreadwing attacked June but she was in such rage that she started fighting ferociously with the two giants, where it was clear that even Megatron had not anticipated such a brutal attack. June noticed that Arcee escaped the room with Jack in her hands but the distraction cost her greatly. Megatron's fist collided with her stomach, then his knee hit her there as well, after which June dropped on the ground.

"You fight well, young Autobot. I will be quite intrigued in seeing you being disassembled to see what makes you tick" he smiled before he was interrupted again.

"Lord Megatron, another ship is currently attacking us" spoke a Vehicon. June used her chance, hit Megatron and transformed into a jet, flying away from the med bay.

June found Arcee and Jack who were now standing on the roof, dodging the Eradicons, although their number was significantly reduced as they were also were engaged in fighting two other ships, one of which was clearly another Decepticon.

"Lets go Arcee, Jack, I will get you out of here" she spoke as she lifted the two. The Eradicons did the smart thing and got lost, as they were now afraid of the new Autobot.

"How are we going to escape?" asked Arcee. June transformed into a jet, flying next to the two, so that Arcee could climb on her.

"Are you coming Blackarachnia?" asked June but it was clear that her new ally would not follow them. Her ship suddenly stopped firing as she flew away from the scene. The other jet, who definitely was a Decepticon now saw that all the fire was focused on her, so she quickly flew away in a manner, that was all to familiar to Arcee.

Arcee climbed on top of the jet, holding Jack in her hands. "Ratchet we need a ground bridge. Put it in the air" she spoke as the group saw Megatron emerging on top of the Warship. June sped up and flew, straight into the green portal that opened before her, with them narrowly escaping Megatron's pursuit. When the group arrived, June transformed into her robot form and walked alongside Arcee, who carried Jack.

"What happened to you all?" asked Ratchet as he saw bleeding Arcee and Jack, who displayed the same symptoms that Raf had shown after Bumblebee's encounter with Megatron.

"Megatron shoved a large piece of Dark Energon inside him. My partner will die. His heart will soon stop," she screamed.

"I need a Spark Transplant," screamed June, "I will not let my son die tonight"

"Nurse Darby, are you sure you can handle the operation? Even I have not heard of a sucsessful Spark Transplant in Eons" spoke Ratchet but after seeing June's angry face stopped talking.

"I volunteer" spoke Arcee as she walked closer to June. The new Prime soon began the operation by using her hands and newfound knowledge to operate on the two patients. After she put Arcee in stasis, she took out her spark and carefully split it, where she then effectively put one half back into Arcee's body and the second into her son's heart. She first took the Dark Energon crystal elements from Jack's heart and then infused it with Arcee's second part of the Spark. As the operation ended Jack's health were fully recovered.

"We now share a Spark, Partner" spoke Arcee to her tired and exhausted Partner.

Meanwhile, somewhere far away, Starscream was climbing a mountain, trying to reach another Energon deposit but due to his recent inability to transform found it difficult to climb. Due to exhaustion and hunger his hand slipped and the seeker fell on the ground. "Curse you Megatron," he screamed.

A jet of a similar design landed next to him and the Decepticon transformed. "Don't worry Screamy, your sister came to help you" smiled new seeker, whom Starscream instantly recognized.

"Slipstream"

Next: June's status and its implications on Jack's life plus an Autobot becomes humanized. The two seeker siblings start creating their own force to fight Megatron.


	4. Humanized Arcee

Previously on Transformers,

After fighting with Shockwave, June Darby gets a new ally- Blackarachnia. The two female Autobots attack Nemesis and rescue Jack, while Megatron almost kills Jack Darby. June then successfully performs a surgery on her son, using her medical knowledge as well as the Solus Prime's wisdom. Slipstream joins her brother Starscream.

After Jack's operation was performed and the boy lay on the bed, Optimus Prime looked at the June, Arcee and Jack and decided to learn on what had occurred in the adventure. "June Darby, could you please provide me with details of the event?" asked the stoic Autobot leader.

The tall Autobot looked at the disciple of Primus and nodded. "I arrived at the coordinates provided but learned that Jack and Arcee were transferred to a different location. Shockwave managed to beat me before another Autobot femme found me. She introduced herself as Blackarachnia"

"Never heard of a bot with that name before. Are you sure she was an Autobot? " Questioned Bulkhead

"She was an Autobot as she had an Autobot insignia and acted very friendly towards me. She was as tall as me, with black and purple paint. However, what surprised me was that she told me that even though Shockwave had disabled the communications, the femme bots could still communicate between each other, and that was how Blackarachnia was able to find the location where Arcee was taken" June looked at the Team Prime and was surprised when Arcee had threw up Energon over the floor.

"This cannot be! There are only four female Autobots who could even communicate through this frequency not all femme bots. Arcee is my sister and thus Shockwave was able to communicate with me. I have no clue where my daughter Moonracer is but she definitely does not fit your description. The only possible femme bot that could fit that description. No, she is not alive. Optimus, she died, right?" asked Chromia suddenly which confused June.

"Autobot Commander Elita One was not killed after her recovery from Kaon's adventure. However, she left the Autobots and flew somewhere in the galaxy. " Replied Optimus and Chromia stared at her leader.

"You mean to tell me that my favorite sister is not only alive but also on Earth? Why, on AllSpark, did Chromia arrived instead of her?" spoke Arcee as she squeezed a pipe in her hand.

"I needed that," shouted Ratchet but after Arcee glared at him he stopped talking.

"Whether Elita One or Blackarachnia as she goes nowadays decided to join us or not is entire her choice but I will not tolerate such infighting between Autobots, especially when we are so outnumbered compared to the Decepticons. Is that clear?" spoke Optimus Prime as he looked at the two arguing femme bots.

"Optimus" started Arcee but the Autobot leader looked at the blue Autobot.

"Arcee, whether you have issues with Chromia or not, please resolve them on your own but I wish none of this bickering to influence this team."

"Optimus Prime, she has a right to be angry since her own sister did not come to save her. June defended Arcee.

"All right, so could you continue Nurse Darby?" asked her Optimus

"Well after Blackarachnia arrived, she sparred and easily defeated me. Upon her suggestion I decided to meditate and realized that I had a Matrix within my chest as well, although it was not the Matrix of Leadership" stated June Darby, as the rest of the Team Prime was confused and astonished.

"As I tried to communicate with the Matrix, an ancient Autobot Solus Prime appeared before me and told me that she had chosen me to be the new Prime representing her line of Primes. " June then told the rest of her story to the Team Prime, who was extremely surprised.

"Now, maybe someone might help me to change my appearance back to human?" she asked.

"Nurse Darby, we will do everything we can to help but I am not sure on what we can do now. The relic AllSpark transferred you into a Cybetronian, so it stands to reason that it would be able to transfer you back." Reasoned Optimus.

June was happy to hear that and together with Ratchet the two prepared the apparatus to change June's appearance once again. Ratchet connected the apparatus to the AllSpark and switched the machine on. However, when the medic bot did that, many energies flew from the AllSpark, scattering everywhere.

"Are you sure Ratchet that the procedure will go as planned?" asked Optimus cautiously but before he could get a reply, an electric jet from the AllSpark flew in the Jack's direction. Being Jack's guardian, Arcee immediately jumped at the ray, blocking it from hurting Jack.

"Junimus Prime. I have chosen you as the Prime that will continue my line of Primes. I do not wish you to become a human again" spoke Solus Prime before totally shutting her image and sounds from June's mind. Ratchet saw that the procedure was not going well and had to abort it, switching off the machine. The AllSpark broke into pieces, scattering its crystals everywhere in the base.

"Are there any changes, Nurse Darby?" he asked June but was disappointed when he saw June Darby still being an Autobot. "Where is Arcee?" was his next question.

Everyone searched for any signs of Arcee but the female Autobot was mysteriously absent. Strangely enough, a human female stood next to Jack. She appeared to be in her early twenties, with blue hair and a pink streak. The woman wore a black tank top shirt with long sleeves and navy pants, with a navy motorcycle like sports bra on top of her black shirt. "Guys, its me" spoke the girl" It took the Team Prime a while to realize what has happened before Ratchet spoke.

"Arcee?"

"That complicates things" spoke Jack as he sat in his bed.

"Ratchet, call agent Fowler. Only he would be able to resolve this situation" spoke Optimus. "In the meantime, I think it would be best for us to leave Jack alone with his mother and Arcee, as they need some privacy" spoke Optimus gently but everybody understood that it was an order.

After everyone has left, Jack looked at his mother and now also the new form of his guardian and did not know what to tell. "Mom, Arcee, umm" he started before June interfered.

"Jack, I understand that I can no longer be a human but I think it is very fortunate that Arcee has a human form now. After all, you need a guardian since I am no longer available." Spoke Junimus Prime.

"June, I will take care of your son. It might be a little bit more difficult for me to defend him now, but since I am his guardian I will protect his life until my dying breath." Spoke Arcee reassuringly.

"Thank you Arcee. So, let me tell you about our place" she began describing their modest house in Jasper, Nevada.

A couple hours passed and the trio heard an all familiar voice. "Where is Prime?" asked Agent Fowler

After everyone assembled, Agent Fowler looked at the situation, not knowing what to say at first. "Ms. Darby, look, I am sorry to say but in your current standing you cannot be Jack's guardian. However, as Prime had informed me over the phone, Arcee had turned human and could be Jack's guardian in your place. I already spoke in appropriate places and created an appropriate documentation for Arcee." He spoke, giving some official papers to Arcee.

"From now on, you are Arcee Darby, Jack's cousin who upon June's death became his guardian. I also enrolled you as a new PE teacher into Jack's school, so that you could further protect him" spoke Agent Fowler.

It was clear that June was not happy that her now official human status was that she got killed but at least Arcee was put in a position where she could protect her son.

Next day, Jack and Arcee came to pick Raf, while riding inside of Bumblebee. "This seems very weird to me" spoke Arcee as she looked at her partner.

"Common, Miko, Raf and I do this all the time, you will get used to it" tried to reassure her Jack while looking sadly at the pavement through the glass. Bumblebee made some usual noises, to which strangely Arcee responded.

"No Bumblebee, it is not funny" she spoke as she looked at Jack.

"Wait, how could you understand him? I know that Raf could but he is a tech genius," asked her Jack

"Well, Bumblebee is my great nephew and closely related bots tend to understand one another better than normal Autobots. Besides, after his grandmother abandoned him when his mother was captured, we got even closer. I still do not understand how Chromia does not feel anything towards her him. She only sees her duty, and only either follows orders or issues them, not caring about any personal enjoyment" spoke Arcee as the car arrived at Raf's house.

"Hey Jack." Spoke Rafael as he climbed into the car only to freeze as he saw Arcee.

"Who are you? I have not seen you before. I did not know that more humans learned about Autobots" spoke Raf quickly but was stopped by Jack.

"Raf, you know her. Right Arcee?" spoke Jack as he looked at his new cousin.

"Rafael, its me Arcee. It's a long story but basically while June became not only an Autobot but also a Prime, I became a human. " She spoke. "Don't worry; you will see me quite often, as I am your new PE teacher. Jack explained to me yesterday the job description of what a PE teacher is. I am now officially Arcee Darby, Jack's cousin" she spoke

Raf was confused at first but decided that he would get used to it. The group arrived to the school, and after Bumblebee opened his door, the trio existed it. Arcee for the first time saw the school students up front and personal, unlike her previous experiences, where she waited for Jack in her motorcycle form. Raf left to go to his first class, meeting some new girl called Sari and showing where her new class is, while Arcee headed to talk to the Principle of the school.

A girl approached Jack. "I am so sorry to hear that Jack, it must be hard to lose your mother. Believe me, I know how this feels. My father abandoned my sister and me right after she died and my older sister now is the only person I have left. If you want to talk about this sometime later, feel free," said Sierra as she left an extremely confused Jack.

Another person approached Jack. "Heard about your family troubles. Don't worry, if you leave Sierra alone, I would not bother you much" he spoke as he smiled. However a teacher almost immediately appeared between them, and she looked not amused.

"Leave Jack Darby alone" she spoke

"And you are?" asked the boy not caring about this new strange woman.

"I am your new PE teacher Arcee Darby, Jack's cousin. You bother my younger cousin, you deal with me" she spoke as she looked harshly into Vince's face

"Yes Madam" he spoke before walking away.

"You will pay Darby, one day you will pay!"

Somewhere else, a woman in her early thirties looked at her computer and smiled. I finally found your secret information father!" she looked at the files, before finding information regarding the Autobots.

"So these are the Transformers who gave you trouble father? Don't worry, I will show you that they will be destroyed." She smiled even further as she saw the instant similarities between a few Autobots in their vehicular modes and a few cars that dropped off some kids at a school nearby.

"Jack Darby, huh? It will be a pleasure to meet you" she smiled further, thinking about the horrors she would do to the boy. If one did not know she was a human, one could easily have mistaken Carly Bishop as a relative of Airachnid.

A/N

I decided to put a few references in this chapter, one from Transformers 1 as a first name for one of the future characters; the other from Transformers Animated. Also, I used some ideas about humanized Arcee from some fanfictions I read about this matter as well as her human form from a picture of humanized Arcee from Deviant Art. Next chapter will be more action packed.


End file.
